1. Definitions "Advertisement": the
advertisement, banner advertisement, press release or other paid for
sponsorship, mini-site or promotion bearing the Client Branding which
the Client wishes to appear on the Web Site, or the Newsletter
bearing the Client Branding which the Client wishes Fansonline.net to
send by e-mail to Newsletter Subscribers, as the case may be.
"Advertising Contract": the agreement between
Fansonline.net and the Client on these terms and conditions.
"Copy":
the style and form in which the Advertisement will appear on the Web
Site or in a Newsletter, as determined by the advertising contract
and as agreed from time to time between Fansonline.net and the
Client.
"Client" the person named as such in any
advertising contract.
"Client Branding": the
branding of the Client which may appear in the
Advertisement.
"Duration": the period for which the
Advertisement will appear on the Web Site.
"Newsletters":
e mails sent by or on behalf of Fansonline.net to Newsletter
Subscribers.
"Newsletter Subscriber": a user of the
Web Site who has registered with Fansonline.net to receive
Newsletters.
"Price": the price payable by the
Client, as set out in any advertising contract.
"Release
Date": the date on which a Newsletter containing an
Advertisement is due to be released, as agreed between the
parties.
"Fansonline.net ": Fansonline.net Ltd
(registered no. 06731652)
whose registered office is at 258 Marton Road,Middlesbrough,TS4
2EZ,UK.
"Special Instructions": the details
regarding the size and positioning of the Advertisement on the Web
Site or Newsletter.
"Unacceptable": in respect of
any Advertisement, means that it is inaccurate, contravenes any law
or code of practice relating to the content of advertisements
generally, infringes the intellectual property rights of another, is
abusive, immoral, defamatory or otherwise likely to offend users of
the Web Site, the Newsletter service or the Internet in
general.
"Web Site": the presence of Fansoine.net or
any of their associated sites on the world wide web identified in the
advertising contract.
2. Advertising Contract
By submitting material for the Advertisement to Fansonline.net
and/or paying the Price, the Client accepts these terms and
authorises Fansonline.net to publish the Advertisement on the Web
Site or in a Newsletter, as the case may be, once the Copy has been
submitted to Fansonline.net.
3. Obligations of the Client
3.1 To pay the Price on immediate receipt of a VAT invoice from
Fansonline.net and in any event no later than the date on which the
Advertisement is to appear on the Web Site or in a Newsletter, as the
case may be. If the Client does not pay the Price within 30 days of
receipt of invoice Fansonline.net may (at its discretion) charge
interest at the rate of 3% above the base rate of Barclays Bank PLC
from the date of due payment until the date of actual payment,
terminate this Agreement, remove the Advertisement from the Web Site
or Newsletter or all of these. The above terms apply unless otherwise
specified in writing in the advertising .
3.2 To indemnify
Fansonline.net against all losses, costs, claims, damages or other
expenses that Fansonline.net incurs as a result of breach by the
Client of any of these terms, or as a result of any third party
claims which Fansonline.net receives as a result of the
Advertisements.
3.3 Unless other specifically agreed in writing the cost of advertising shall be paid within 30 days of the date of invoice. The customer will reimburse Fansonline.net Ltd all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
3.4 To acknowledge that Fansonline.net retains
full editorial control over all Advertisements and that
Fansonline.net will own all copyright in the Advertisements, save
that Fansonline.net shall not own any Client Branding.
3.5 To
provide all materials for the Advertisement (including, without
limitation, GIF and JPEG files) in accordance with the procedures
required by Fansonline.net from time to time.
4.
Obligations of Fansonline.net
4.1 To use reasonable
endeavours to ensure that the Advertisement features on the Web Site
for the Duration, or, in the case of Newsletters, on the Release
Date, and in each case in accordance with the advertising
contract.
4.2 To use reasonable endeavours to ensure that the
Web Site is accessible to users of the world wide web for a minimum
of 140 hours each week.
4.3 Fansonline.net does not guarantee
any levels of response to the Advertisement.
5. Rights of
Fansonline.net
5.1 The Client warrants that the Advertisement
is not Unacceptable. If Fansonline.net at any time considers that the
Advertisement is Unacceptable Fansonline.net may remove the
Advertisement from the Web Site or Newsletter, as the case may be. In
this case Fansonline.net will not refund any part of the Price to the
Client.
5.2 The Client warrants that the Client Branding will
not infringe the intellectual property rights of any third
party.
5.3 Fansonline.net reserves the right to change the
format of the Web Site and Newsletter service as Fansonline.net sees
fit. If Fansonline.net decides to discontinue the Web Site then it
will refund to the Client that proportion of the Price that is
equivalent to the proportion of the Duration left to run at the date
of discontinuation.
5.4 Fansonline.net reserves the right to
terminate this contract with immediate effect by giving written
notice of this to the Client. If Fansonline.net decides to terminate
the contract then it will refund to the Client that proportion of the
Price that is equivalent to the proportion of the Duration left to
run at the date of discontinuation.
6. Cancellations
6.1 Cancellations received prior to the Advertisement or a series
of Advertisements appearing on the Web Site or in a Newsletter will
be liable for an administrative fee of £250.00.
6.2 No
refund or credit will be given for cancellations received after an
Advertisement has appeared or after a series of Advertisements has
started to appear on the Web Site or in a Newsletter and the Client
shall remain liable for the full contract Price in such circumstances
provided that Fansonline.net has fulfilled and continues to fulfill
its obligation under Clause 4.
7. Liability
7.1
Fansonline.net shall not be liable to the Client for any indirect or
consequential losses or damage suffered by the Client including
(without limitation) any loss of profits, contracts, revenue,
goodwill, business, savings or opportunity irrespective of whether
Fansonline.net knew or ought to have known of the possibility of that
loss.
7.2 Fansonline.net shall not be liable for any losses,
damage or expenses (including, without limitation, any costs of
finding replacement advertising space) suffered or incurred by the
Client as a result of the Web Site not being accessible to users of
the world wide web for any period of time or as a result of any
Newsletter not having been received by any Newsletter
Subscriber.
7.3 Nothing in these terms and conditions shall
operate to limit the liability of either party for any death or
personal injury caused by its negligence or that of its employees. In
all other events the limit of Fansonline.net 's liability for any
losses, expenses or damages incurred by the Client in relation to
this Agreement (whether in tort, contract or otherwise) shall be
equal to the Price paid by the Client to Fansonline.net under this
Agreement.
7.4 Fansonline.net shall not be liable for any
delay in or non-performance of its obligations under this Agreement
to the extent that such delay or non-performance is due to any cause
beyond its reasonable control including but not limited to the acts,
defaults or omissions of suppliers or sub-contractors, failure of any
telecommunications or power network, war, undeclared hostilities,
terrorism, industrial action and acts of God.
7.5
Fansonline.net will use reasonable efforts to comply with the
Client's requested start and end dates for display of the
Advertisement but cannot warrant that these dates will be met.
8.
Other Conditions
8.1 Any re-submission of the Advertisement
by the Client will be deemed to be a new Advertisement for which the
Client must repay the Price.
8.2 If there is any conflict
between these terms of advertising and the Special Conditions, the
Special Conditions shall prevail.
8.3 Even if the Client is
acting as an advertising agency or other representative, it enters
into this Agreement in its own right as principal and not as an
agent.
8.4 The Client shall not assign, transfer or resell its
rights under this Agreement.
8.5 Unless otherwise stated in
any Special Conditions, the positioning of the Advertisement on the
Web Site or in the Newsletter is to be determined by
Fansonline.net.
9. Submission of Advertisements
9.1
Special Conditions refer to the methods by which the Client can
submit Advertisements to Fansonline.net . These methods are as
follows:-
9.1.1 Submission by Fansonline.net. This involves
the Client sending the Advertisements to Fansonline.net so that
Fansonline.net can post the Advertisements onto the Web Site or, in
the case of Advertisements to be published in a Newsletter, send them
by e-mail to Newsletter Subscribers.
9.2.2 Submission by
Client. This involves the Client posting the Advertisements to the
Web Site directly in accordance with procedures specified by
Fansonline.net.
10. Exclusion of Third Party Rights
Unless expressly provided in this Agreement, no term of this
Agreement is enforceable pursuant to the Contracts (Rights of Third
Parties) Act 1999 by any person who is not a party to it.
11.
Governing law
This Agreement shall be governed by and
construed in accordance with English law and the parties submit to
the non-exclusive jurisdiction of the English courts.
